WEST VIRGINIA CODE

(1) The corporation or other entity that is designated in the
plan of merger as the survivor continues or comes into existence,
as the case may be;

(2) The separate existence of every corporation or other
entity that is merged into the survivor ceases;

(3) All property owned by, and every contract right possessed
by, each corporation or other entity that merges into the survivor
is vested in the survivor without reversion or impairment;

(4) All real property located in the state owned by each
corporation or other entity that merges into the survivor passes by
operation of law and the transfer is evidenced by recording a
confirmation deed in each county in which the real property is
located. No transfer or excise taxes may be assessed for the
recording of the confirmation deeds;

(5) All liabilities of each corporation or other entity that
is merged into the survivor are vested in the survivor;

(6) The name of the survivor may, but need not be, substituted
in any pending proceeding for the name of any party to the merger
whose separate existence ceased in the merger;

(7) The articles of incorporation or organizational documents
of the survivor are amended to the extent provided in the plan of
merger;

(8) The articles of incorporation or organizational documents of a survivor that is created by the merger become effective; and

(9) The shares of each corporation that is a party to the
merger, and the interests in an other entity that is a party to a
merger, that are to be converted under the plan of merger into
shares, interests, obligations, rights to acquire securities, other
securities, cash, other property or any combination of the
foregoing are converted and the former holders of the shares or
interests are entitled only to the rights provided to them in the
plan of merger or to any rights they may have under article
thirteen of this chapter.

(b) When a share exchange becomes effective, the shares of
each domestic corporation that are to be exchanged for shares or
other securities, interests, obligations, rights to acquire shares
or other securities, cash, other property or any combination of the
foregoing are entitled only to the rights provided to them in the
plan of share exchange or to any rights they may have under article
thirteen of this chapter.

(c) Any shareholder of a domestic corporation that is a party
to a merger or share exchange who, prior to the merger or share
exchange, was liable for the liabilities or obligations of the
corporation, may not be released from the liabilities or
obligations by reason of the merger or share exchange.

(d) Upon a merger becoming effective, a foreign corporation,
or a foreign other entity, that is the survivor of the merger is
deemed to:

(1) Appoint the secretary of state as its agent for service of
process in a proceeding to enforce the rights of shareholders of
each domestic corporation that is a party to the merger who
exercise appraisal rights; and

(2) Agree that it will promptly pay the amount, if any, to
which the shareholders are entitled under article thirteen of this
chapter.

Note: WV Code updated with legislation passed through the 2016 Regular Session
The West Virginia Code Online is an unofficial copy of the annotated WV Code, provided as a convenience. It has NOT been edited for publication, and is not in any way official or authoritative.